Non-Cash Distribution. In the event that the Company proposes to distribute assets other than cash in connection with a Liquidation Event, the value of the assets to be distributed to the Shareholders in accordance with Section 8.01 shall be determined in good faith by the Board.
Non-Cash Distribution. In the event that the Company proposes to distribute assets other than cash in connection with a Liquidation Event, the value of the assets to be distributed to the Shareholders in accordance with Section 7.01 shall be determined in good faith by the Board; provided that any securities not subject to investment letter or similar restrictions on free marketability shall be valued as follows:
(a) If traded on a securities exchange, the value shall be deemed to be the average of the security’s closing prices on such exchange over the thirty- (30-) day period ending one (1) day prior to the distribution;
(b) If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid prices over the thirty- (30-) day period ending three (3) days prior to the distribution; and
(c) If there is no active public market, the value shall be the fair market value thereof as determined in good faith by the Board. The method of valuation of securities subject to restrictions on free marketability shall be adjusted to make an appropriate discount from the market value determined as above in clauses (a), (b) or (c) to reflect the fair market value thereof as determined in good faith by the Board.
Non-Cash Distribution. In the event that the Company proposes to distribute assets other than cash in connection with a Liquidation Event, the value of the assets to be distributed to the Shareholders in accordance with Section 8.01 shall be determined in good faith by the Board; provided that any securities not subject to investment letter or similar restrictions on free marketability shall be valued as follows:
(a) If traded on a securities exchange, the value shall be deemed to be the average of the security’s closing prices on such exchange over the thirty- (30-) day period ending one (1) day prior to the distribution;
(b) If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid prices over the thirty- (30-) day period ending three (3) days prior to the distribution; and
(c) If there is no active public market, the value shall be the fair market value thereof as determined in good faith by the Board. The method of valuation of securities subject to restrictions on free marketability shall be adjusted to make an appropriate discount from the market value determined as above in clauses (a), (b) or (c) to reflect the fair market value thereof as determined in good faith by the Board. The Preferred Holders representing more than two-thirds (2/3) of all of the Preferred Shares of the Company voting as a single class (calculated on an as-converted basis) shall have the right to challenge any determination by the Board of fair market value pursuant to this Section 8.03, in which case the determination of fair market value shall be made by an independent appraiser selected jointly by the Board and the challenging parties, the cost of such appraisal to be borne by the Company.
Non-Cash Distribution. If any of the assets of the Corporation are to be distributed other than in cash under this Section 2 or for any purpose, then the Board of Directors of the Corporation shall promptly engage an independent appraiser to determine the value of the assets to be distributed to the holders of the Series A Preferred and Common Stock. The Corporation shall, upon receipt of such appraiser's valuation, give prompt written notice to each holder of Series A Preferred and Common Stock of the appraiser's valuation. Notwithstanding the above, any securities to be distributed to the shareholders shall be valued as follows:
(i) If traded on a securities exchange, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the thirty (30) day period ending three (3) business days prior to the closing of the transaction;
(ii) If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid prices over the thirty (30) day period ending three (3) business days prior to the closing of the transaction; and
(iii) If there is no active public market, the value shall be the fair market value thereof, as mutually determined by the Corporation and the holders of a majority of the outstanding shares of the Series A Preferred, provided that if the Corporation and the holders of a majority of the outstanding shares of the Series A Preferred are unable to reach agreement, then by independent appraisal by an investment banker hired and paid by the Corporation but acceptable to the holders of a majority of the outstanding shares of Series A Preferred.
Non-Cash Distribution. Whenever the distribution provided for in this Section 3 shall be payable in securities or property other than cash, the value of such distribution shall be the fair market value of such securities or other property as determined in good faith by the Board of Directors. Any securities shall be valued as follows:
(i) Securities not subject to investment letter or other similar restrictions on free marketability covered by (ii) below:
(1) If traded on a securities exchange or through the Nasdaq Stock Market, the value shall be deemed to be the average of the closing prices of the securities on such quotation system over the thirty (30) day period ending three (3) days prior to the closing;
(2) If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the closing; and
(3) If there is no active public market, the value shall be the fair market value thereof, as mutually determined by the Board of Directors and the holders of at least a majority of the voting power of all then outstanding shares of Series B.
(ii) The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder's status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in (i)(1), (2) or (3) to reflect the approximate fair market value thereof, as mutually determined by the Board of Directors and the holders of at least a majority of the voting power of all then outstanding shares of such Series B.
Non-Cash Distribution. 9.2.1 The distribution of Limited Partnership shall carry out in cash, non-cash distribution is forbidden.
Non-Cash Distribution. If Pledgor shall become entitled to receive or shall receive from any Distributing Entity, any Non-Cash Distribution as an addition to, on account of, in substitution of, or in exchange for the Pledged Collateral or any part thereof, Pledgor shall hold the same as the agent and in trust for Trustee, and shall immediately if held or immediately upon receipt deliver it to Trustee in the exact form received, with Pledgor’s endorsement or assignment or other instrument as Trustee may deem appropriate, to be held by Trustee, subject to the terms hereof, as further Pledged Collateral.
Non-Cash Distribution. Whenever a Distribution provided for in this Section 2 shall be payable in property other than cash, the value of such Distribution shall be deemed to be the fair market value of such property as determined in good faith by the Board of Directors.
Non-Cash Distribution. If any of the assets of the Corporation are to be distributed to shareholders other than in cash under this Section3 or for any purpose, the value of the assets to be distributed will be deemed its fair market value. Any securities to be distributed to the shareholders shall be valued as follows:
i. If traded on a securities exchange, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the thirty (30) day period ending three (3) business days prior to the closing of the transaction;
ii. If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid prices over the thirty (30) day period ending three (3) business days prior to the closing of the transaction; and
iii. If there is no active public market, the value shall be the fair market value thereof, as determined by the Board of Directors of the Corporation.
Non-Cash Distribution. 11.2.1 Before the liquidation of the Partnership Enterprise or before occurrence of the circumstances of terminating the Partnership Enterprise as agreed between the Partners, the GP shall use its best reasonable efforts to realize the investment of the Partnership Enterprise and avoid non-cash distribution. However, if the GP determines at its discretion that non-cash distribution is in better interests of all Partners, the non-cash distribution may apply in compliance with the laws, regulations, and other regulatory documents, subject to a unanimous consent of all Partners.
11.2.2 Unless otherwise unanimously agreed by all Partners, the non-cash assets allocated during the non-cash distribution of the Partnership Enterprise shall be limited to the shares held by the Partnership Enterprise due to the implementation the Investment Project specified in Section 10.1.1 hereof.
11.2.3 The non-cash distribution made by the Partnership Enterprise to the Partners in accordance with this Section 11.2 shall be deemed a cash distribution made in accordance with Section 11.1 hereof.
11.2.4 When the Partnership Enterprise carries out a non-cash distribution, the Executive Partner shall assist each Partner to go through the transfer registration procedures for the distributed assets, and in accordance with relevant laws and regulations, to perform the information disclosure obligations involved in receiving the assets.
